香港交易及結算所有限公司及香港聯合交易所有限公司對本公告之內容概不負責，對其準確 性或完整性亦不發表任何聲明，並明確表示概不就因本公告全部或任何部分內容而產生或因 倚賴該等內容而引致之任何損失承擔任何責任。 Yuk Wing Group Holdings Limited 煜 榮 集 團 控 股 有 限 公 司 (於開曼群島註冊成立之有限公司) 煜 榮 集 團 控 股有 限公 司 執行 董 事 李嘉麗 香港，二零二四年十月三十日 於本公告日期，董事會包括執行董事李嘉麗女士及胡蘭英女士；及獨立非執行董事張詩敏先 生、黃兆強先生及姚道華先生。 本公告之中英文本如有歧義，概以英文本為準。 (股份代號：1536) 董事會會議通告 煜榮集團控股有限公司(「本公司」) 之董事會 (「董事會」) 謹此宣佈，董事會將於二零二 四年十一月二十二日（星期五）舉行董事會會議，藉以（其中包括）考慮及批准本公司及其 附屬公司截至二零二四年九月三十日止六個月之未經審核中期業績，以及考慮派發中期股息 （如有）。 承董 事 會命 ...

YUK WING GROUP HOLDINGS LIMITED 煜榮集團控股有限公司 (Incorporated in the Cayman Islands with limited liability) （於開曼群島註冊成立之有限公司） (Stock Code 股份代號：1536) NOTIFICATION LETTER 通知信函 Dear Non-registered Shareholder(s) (Note 1), Yuk Wing Group Holdings Limited (the "Company") — Circular dated 29 October 2024 containing Notice of Extraordinary General Meeting (collectively the "Current Corporate Communication") The English and Chinese versions of the Company's Current Corporate Communications are available on the Company's ...

YUK WING GROUP HOLDINGS LIMITED 煜榮集團控股有限公司 (Incorporated in the Cayman Islands with limited liability) （於開曼群島註冊成立之有限公司） (Stock Code 股份代號：1536) NOTIFICATION LETTER 通知信函 Yuk Wing Group Holdings Limited (the "Company") — Notice of publication of Circular dated 29 October 2024 containing Notice of Extraordinary General Meeting and Proxy Form (collectively the "Current Corporate Communication") The English and Chinese versions of the Company's Current Corporate Communications are now available on the Company's w ...

股 東 特 別 大 會 通 告 茲 通 告 煜 榮 集 團 控 股 有 限 公 司（「本 公 司」）謹 訂 於 二 零 二 四 年 十 一 月 十 五 日（星 期 五）上 午 十 一 時 正 假 座 香 港 九 龍 灣 宏 照 道19號 金 利 豐 國 際 中 心8樓D室 召 開 及 舉 行 股 東 特 別 大 會（「股 東 特 別 大 會」），藉 以 考 慮 及 酌 情 通 過（無 論 有 否 修 訂） 本 公 司 下 列 決 議 案： 香 港 交 易 及 結 算 所 有 限 公 司 及 香 港 聯 合 交 易 所 有 限 公 司 對 本 通 告 之 內 容 概 不 負 責，對 其 準 確 性 或 完 整 性 亦 不 發 表 任 何 聲 明，並 明 確 表 示 概 不 就 因 本 通 告 全 部 或 任 何 部 分 內 容 而 產 生 或 因 倚 賴 該 等 內 容 而 引 致 之 任 何 損 失 承 擔 任 何 責 任。 承 董 事 會 命 煜 榮 集 團 控 股 有 限 公 司 執 行 董 事 李 嘉 麗 香 港，二 零 二 四 年 十 月 二 十 九 日 – 1 – 附 註： 於 本 通 告 日 期， ...

此 乃 要 件 請 即 處 理 閣 下 如 對 本 通 函 任 何 方 面 或 應 採 取 的 行 動 有 任 何 疑 問，應 諮 詢 股 票 經 紀 或 其 他 註 冊 證 券 交 易 商、銀 行 經 理、律 師、專 業 會 計 師 或 其 他 專 業 顧 問。 閣 下 如 已 售 出 或 轉 讓 名 下 所 有 煜 榮 集 團 控 股 有 限 公 司 的 股 份，應 立 即 將 本 通 函 及 隨 附 的 代 表 委 任 表 格 送 交 買 主 或 承 讓 人，或 經 手 買 賣 或 轉 讓 的 銀 行、股 票 經 紀 或 其 他 代 理 商，以 便 轉 交 買 主 或 承 讓 人。 香 港 交 易 及 結 算 所 有 限 公 司 及 香 港 聯 合 交 易 所 有 限 公 司 對 本 通 函 的 內 容 概 不 負 責，對 其 準 確 性 或 完 整 性 亦 不 發 表 任 何 聲 明，並 明 確 表 示 概 不 就 因 本 通 函 全 部 或 任 何 部 分 內 容 而 產 生 或 因 倚 賴 該 等 內 容 而 引 致 的 任 何 損 失 承 擔 任 何 責 任。 本 通 函 僅 供 參 考，並 不 ...

CONTENTS 目錄 | 2 | Corporate Information | 公司資料 | | --- | --- | --- | | 4 | Letter from the Board | 董事會函件 | | 5 | Management Discussion and Analysis | 管理層討論及分析 | | 13 | Corporate Governance Report | 企業管治報告 | | 33 | Biographies of Directors and Senior Management | 董事及高級管理層履歷 | | 36 | Directors' Report | 董事報告 | | 49 | Independent Auditor's Report | 獨立核數師報告 | | 56 | Consolidated Statement of Profit or Loss and | 綜合損益及其他全面收益表 | | | Other Comprehensive Income | | | 57 | Consolidated Statement of Financial Positio ...

Financial Performance - The total revenue for the fiscal year ending March 31, 2024, was HKD 148,231,000, a decrease of 5.8% compared to HKD 157,048,000 for the previous year[2]. - Gross profit for the same period was HKD 34,146,000, down 21% from HKD 43,418,000 year-over-year[2]. - The net loss for the fiscal year was HKD 22,561,000, compared to a net loss of HKD 3,576,000 in the previous year, indicating a significant increase in losses[3]. - Basic loss per share for the year was HKD 4.91, compared to HKD 0.92 in the prior year, reflecting a substantial decline in profitability[2]. - Other income for the fiscal year was HKD 3,526,000, down from HKD 4,253,000 in the previous year, showing a decrease of approximately 17%[2]. - Total comprehensive loss for the year was HKD 25,056,000, compared to HKD 8,436,000 in the previous year, highlighting a worsening financial position[3]. - The operating loss before tax for the fiscal year ending March 31, 2024, was HKD 21,328,000, compared to a loss of HKD 6,516,000 in the previous year, indicating a significant increase in losses[20][22]. - The company reported a total of HKD 33,915,000 in segment profit for the fiscal year ending March 31, 2024, down from HKD 41,220,000 the previous year, reflecting a decrease of about 17.7%[20][22]. - The company reported a net loss of HKD 49,295,000 for the fiscal year ending March 31, 2024, compared to a net loss of HKD 48,800,000 in the previous year, indicating a slight increase in losses[20][22]. - The pre-tax loss for the year 2024 was HKD 18,674,000, compared to a loss of HKD 3,504,000 in 2023, indicating a significant increase in losses[37]. Revenue Breakdown - The revenue breakdown indicates that the group primarily engages in the manufacturing and trading of rock drilling tools and piling machines, contributing significantly to overall earnings[13]. - Revenue from external customers for the year ended March 31, 2024, was HKD 148,231,000, compared to HKD 157,048,000 for the previous year, representing a decrease of approximately 5.2%[28]. - Revenue from the sale of drilling tools accounted for approximately 92.1% of total revenue, down from 93.3% in the previous year[48]. - Revenue from the sale of piling machines and drilling equipment accounted for approximately 7.9% of total revenue, up from 6.7% in the previous year[49]. - Revenue from the Hong Kong market was approximately HKD 142.6 million, accounting for 96.2% of total revenue, down from HKD 149.5 million or 95.2% in the previous year[46]. - The group experienced a significant reduction in revenue from the Hong Kong market, which fell from HKD 149,450,000 to HKD 142,629,000, a decline of about 4.1%[28]. - Revenue from the Chinese market was reported at HKD 10,872,000, a notable increase from HKD 13,803,000 in the previous year, indicating growth potential in this region[28]. - Major customer A contributed HKD 34,590,000 to the group's revenue, while major customer C contributed HKD 35,518,000, indicating significant reliance on a few key clients[29]. - The top five customers accounted for approximately HKD 81.9 million in revenue, representing about 55.2% of total revenue, compared to 63.1% in the previous year[67]. Assets and Liabilities - Total assets decreased from HKD 187,164 million in 2023 to HKD 160,017 million in 2024, representing a decline of approximately 14.5%[5]. - Current assets increased from HKD 213,139 million in 2023 to HKD 186,074 million in 2024, a decrease of about 12.7%[5]. - Cash and cash equivalents decreased from HKD 65,969 million in 2023 to HKD 46,616 million in 2024, a decline of approximately 29.4%[5]. - Total liabilities decreased from HKD 43,941 million in 2023 to HKD 41,719 million in 2024, a reduction of about 5.0%[5]. - Shareholders' equity decreased from HKD 177,869 million in 2023 to HKD 152,813 million in 2024, representing a decline of approximately 14.1%[5]. - The company’s total current liabilities increased from HKD 9,263 million in 2023 to HKD 12,489 million in 2024, an increase of approximately 34.5%[5]. - The company’s total liabilities increased from HKD 114,085,000 in 2023 to HKD 113,630,000 in 2024, reflecting a slight decrease of about 0.4%[33]. - The asset-to-liability ratio of the group was approximately 21.9% as of March 31, 2024, a decrease from 22.4% as of March 31, 2023, primarily due to a reduction in bank and other borrowings[63]. Expenses and Costs - Administrative expenses increased to HKD 40,249,000 from HKD 39,772,000, indicating a rise of about 1.2%[2]. - Total employee costs decreased from HKD 29,673,000 in 2023 to HKD 26,441,000 in 2024, reflecting a reduction of approximately 7.5%[33]. - The company incurred financing costs of HKD 1,189,000 for the fiscal year ending March 31, 2024, compared to HKD 1,035,000 in the previous year, indicating an increase of about 14.9%[20][22]. - The company reported a significant increase in depreciation expenses from HKD 1,500,000 in 2023 to HKD 2,010,000 in 2024, an increase of about 34%[33]. - The depreciation of property and equipment amounted to HKD 667,000 for the year, highlighting ongoing capital expenditures[25]. Future Outlook and Strategy - The company plans to focus on new product development and market expansion strategies to improve future performance[2]. - The group is focusing on expanding its market presence and enhancing product offerings to mitigate revenue declines in key regions[28]. - The group continues to adopt a cautious outlook on the construction market and its business prospects in Hong Kong due to an uncertain economic environment[59]. - The group plans to continue expanding into international markets, expecting an increase in revenue from international customers[59]. Governance and Compliance - The company has established an Audit and Compliance Committee consisting of three independent non-executive directors[80]. - The company will review its corporate governance practices to ensure compliance with listing rules and protect shareholder interests[80]. - The company has not made any necessary amendments to its management structure as no suitable candidates have been identified[80]. - The annual general meeting will be held on August 14, 2024, with a suspension of share registration from August 8 to August 14, 2024[85]. Miscellaneous - The company did not declare or recommend any dividends for both reporting periods, maintaining a focus on reinvestment[38]. - There were no significant investments, acquisitions, or disposals of subsidiaries during the year[72]. - The company has not bought, sold, or redeemed any of its listed securities during the year[77]. - There are no significant events affecting the group after the reporting period[79]. - The group has no significant contingent liabilities as of March 31, 2024[68].

Financial Performance - The company reported a significant increase in revenue, with a year-on-year growth of 15%[9] - Revenue for the six months ended September 30, 2023, was HK$67,139,000, a decrease of 24% compared to HK$88,409,000 in the same period of 2022[17] - Gross profit for the same period was HK$16,494,000, down 32% from HK$24,238,000 year-over-year[17] - Loss before tax increased to HK$6,518,000, compared to a loss of HK$550,000 in the prior year[17] - The company reported a total comprehensive expense of HK$9,974,000 for the period, compared to HK$5,457,000 in the previous year[19] - Basic loss per share was HK$1.46, compared to earnings of HK$0.62 per share in the same period last year[19] - The Group recorded a net loss of approximately HK$7.0 million for the Reporting Period, compared to a net profit of approximately HK$3.0 million for the six months ended September 30, 2022[150] Cash Flow and Liquidity - The company maintains a strong cash flow position, with cash reserves reported at $10 million as of September 30, 2023[9] - Cash generated from operations amounted to HK$9,914,000, an increase from HK$8,597,000 in the previous year[28] - As of September 30, 2023, cash and cash equivalents were HK$56,558,000, down from HK$78,572,000 at the end of the previous period[30] - The Group's total cash and cash equivalents amounted to approximately HK$56.6 million as of September 30, 2023[157] - The Group had no bank borrowing as of 30 September 2023, compared to approximately HK$13.2 million in bank borrowings as of 31 March 2023[158] - The Group has maintained a reasonable liquidity buffer to meet liquidity requirements at all times[166] Market and Growth Outlook - Future outlook remains positive, with management guiding for a revenue growth of 10-15% for the next fiscal year[9] - New product launches are expected to contribute an additional 5% to revenue in the upcoming quarters[9] - The company is exploring market expansion opportunities in Southeast Asia, targeting a 25% increase in market share by 2025[9] - The Group anticipates that market conditions in Hong Kong and internationally will remain stagnant for the remainder of the year[151] Assets and Liabilities - Non-current assets decreased from HK$17,966,000 as of March 31, 2023, to HK$15,572,000 as of September 30, 2023[21] - Current assets also declined from HK$213,139,000 to HK$188,370,000 during the same period[21] - Total liabilities decreased from HK$177,869,000 to HK$167,895,000[23] - Equity attributable to owners of the company decreased from HK$142,713,000 to HK$135,576,000[23] Accounting and Compliance - The condensed consolidated financial statements for the six months ended 30 September 2023 have been prepared in accordance with Hong Kong Accounting Standard 34, ensuring compliance with applicable disclosure requirements[33] - The Group has applied new amendments to HKFRSs, including HKFRS 17 and amendments to HKAS 8 and HKAS 12, effective from 1 April 2023, with no material impact on financial positions and performance[36][41] - The Group's financial reporting adheres to the applicable standards set by the HKICPA, ensuring transparency and accuracy in financial disclosures[33][40] Revenue Breakdown - For the six months ended September 30, 2023, the Group's revenue from DTH rockdrilling tools was HK$61,099,000, a decrease of 26.4% compared to HK$82,937,000 in the same period of 2022[64] - Revenue from trading of piling and drilling machineries was HK$0, down from HK$1,005,000 in the previous year, indicating a complete cessation of this segment's activity[64] - Revenue from trading of rockdrilling equipment increased to HK$6,040,000, up 35.2% from HK$4,467,000 in the prior period[64] - The geographical breakdown of revenue showed a significant decline in sales from Hong Kong, which fell to HK$64,912,000 from HK$84,373,000, a decrease of 23%[82] Expenses and Costs - Cost management strategies have been implemented, aiming for a 5% reduction in operational expenses by the end of the fiscal year[9] - Selling and distribution expenses decreased by approximately HK$1.6 million, or 28.2%, to approximately HK$4.0 million for the Reporting Period, from approximately HK$5.5 million for the six months ended September 30, 2022[143] - Finance costs increased to HK$864,000 from HK$679,000, representing a rise of 27%[74][86] Employee and Management - Key management personnel compensation increased to HK$4.465 million for the six months ended 30 September 2023, compared to HK$3.787 million in the same period of 2022[131] - The Group employed 87 employees as of September 30, 2023, an increase from 82 employees as of September 30, 2022[180] Corporate Governance - The company has adopted and complied with the corporate governance code as per the Hong Kong Stock Exchange Listing Rules, except for the separation of the roles of Chairman and CEO[190] - The Audit and Compliance Committee reviewed the unaudited condensed consolidated financial statements and confirmed the adoption of applicable accounting policies[194]

香港交易及結算所有限公司及香港聯合交易所有限公司對本公告之內容 概不負責，對其準確性或完整性亦不發表任何聲明，並明確表示概不對 因本公告全部或任何部分內容而產生或因倚賴該等內容而引致之任何損 失承擔任何責任。 截 至 二 零 二 三 年 九 月 三 十 日 止 六 個 月 之 中 期 業 績 公 告 煜榮集團控股有限公司（「本公司」）董事（「董事」）會（「董事會」）欣然公佈本 公司及其附屬公司（統稱「本集團」）截至二零二三年九月三十日止六個月（「報 告期間」）的未經審核綜合中期業績，連同二零二二年同期的比較數字如下： 簡明綜合損益及其他全面收益表 截至二零二三年九月三十日止六個月 截至九月三十日止六個月 二零二三年 二零二二年 附註 千港元 千港元 （未經審核） （未經審核） 收益 3 67,139 88,409 銷售成本 (50,645) (64,171) 毛利 16,494 24,238 ...

Financial Performance - For the year ended March 31, 2023, the Group's revenue was approximately HK$157.0 million, an increase of 10.4% from HK$141.7 million in 2022[10]. - The Group recorded a net loss of approximately HK$3.6 million for the year, compared to a net loss of approximately HK$1.5 million in the previous year, primarily due to increased fair value losses and impairment losses[11]. - Gross profit for the year ended 31 March 2023 was approximately HK$43.4 million, an increase of approximately HK$3.8 million or 9.6% from approximately HK$39.6 million for the year ended 31 March 2022[36][29]. - The gross profit margin for the year was approximately 27.6%, slightly down from approximately 27.9% for the year ended 31 March 2022[36]. - Other gains for the year were approximately HK$0.5 million, down from approximately HK$2.4 million for the year ended 31 March 2022, primarily due to increased fair value losses on financial assets[37]. Revenue Breakdown - Revenue from Hong Kong contributed approximately HK$149.5 million, accounting for about 95.2% of total revenue, up from 90.9% in 2022[19]. - Revenue from the Scandinavian market increased to approximately HK$5.2 million, representing about 3.3% of total revenue, compared to 1.7% in 2022[20]. - Revenue from the manufacturing and trading of DTH rockdrilling tools accounted for approximately 93.3% of total revenue for the year, up from approximately 82.1% in the previous year[24][27]. - The Group did not generate any revenue from the trading of piling and drilling machineries during the year, which accounted for approximately 7.1% of total revenue in the previous year[25][28]. Expenses and Losses - Selling and distribution expenses rose by approximately HK$2.1 million or 27.9% to approximately HK$9.5 million, primarily due to increased freight, transportation, and storage costs[45]. - Administrative expenses increased by approximately HK$4.0 million or 11.1% to approximately HK$39.8 million, mainly due to higher staff costs[46]. - Fair value loss in financial assets at fair value through profit or loss increased to approximately HK$1.7 million, compared to a gain of approximately HK$1.6 million in 2022[18]. - Impairment loss of trade receivables rose to approximately HK$4.3 million, up from approximately HK$0.8 million in the previous year[18]. - Impairment losses under the expected credit loss model increased to approximately HK$4.3 million for the year, compared to approximately HK$0.8 million in the previous year[26][29]. Cash and Borrowings - As of March 31, 2023, the group's total cash and cash equivalents amounted to approximately HK$66.0 million, an increase from approximately HK$64.6 million the previous year[55]. - The group's gearing ratio increased to approximately 22.4% as of March 31, 2023, up from 17.7% the previous year, mainly due to increased bank borrowings[57]. - The group had bank borrowings of approximately HK$13.2 million as of March 31, 2023, compared to nil the previous year[56]. - The net proceeds from the public offer were approximately HK$88.3 million, fully utilized by March 31, 2023[76][83]. - The Group invested HK$50.4 million in a new manufacturing facility, with no unused amounts remaining[86]. Workforce and Operations - The Group increased its workforce to approximately 87 employees as of March 31, 2023, up from approximately 80 employees a year earlier[87]. - The Group maintains a reasonable liquidity buffer to meet liquidity requirements at all times[74]. - The Group's operations are primarily in Hong Kong and the PRC, with most transactions denominated in Hong Kong dollars and Renminbi, resulting in insignificant foreign exchange risk[75][79]. Corporate Governance - The corporate governance structure complies with the Listing Rules, although the roles of chairman and chief executive are not separated as per Code Provision C.2.1[90][91]. - The Board consists of two Executive Directors and three Independent Non-executive Directors, ensuring at least one-third independence[98]. - The Company complies with Listing Rules by having at least three Independent Non-executive Directors, with one possessing professional qualifications in finance management[100]. - All Independent Non-executive Directors confirmed their independence, ensuring no material relationships among Board members[101]. - The Board has delegated responsibilities to various committees, including the Audit and Compliance Committee, to enhance oversight and governance[107]. Risk Management - The Group's risk management and internal control systems are considered effective and adequate, with no significant compliance or financial risks identified[171][185]. - The Group has established an enterprise risk management framework following the COSO Integrated Framework to manage various risks effectively[178][179]. - The Board has conducted an annual review of the effectiveness of the risk management and internal control systems through discussions with the Audit and Compliance Committee[172]. - The Group's risk management framework includes identifying, assessing, prioritizing, and treating risks, including ESG-related risks[182]. - The effectiveness of the Group's risk management framework is evaluated at least annually, ensuring alignment with corporate goals[195].